20-F









Exhibit 4.8  


CAMTEK LTD. - 2007 Restricted Share Unit Plan


	
 

	
 

	
 


	
1.

	
The Plan


	
 

	
 

	
 


	
1.1

	
Purpose - The purpose and intent of the Plan is to
 advance the interests of the Company by affording to selected employees,
 officers, directors and consultants of the Company or any Affiliated Company
 an opportunity to acquire a proprietary interest in the Company or to
 increase their proprietary interest therein, as applicable, by the grant in
 their favor of RSUs, thus providing such Grantee an additional incentive to
 become, and to remain, employed and/or engaged by the Company or Affiliated
 Company, as the case may be, and encouraging such Grantee’s sense of
 proprietorship and stimulating his or her active interest in the success of
 the Company and the Affiliated Company by which such Grantee is employed or
 engaged.


	
 

	
 

	
 


	
1.2

	
Effective Date - Subject to the approval of this Plan by
 the Company’s Board, this Plan shall become effective as of August 5th,
 2007, the date upon which it was adopted by the Board, and shall remain in
 effect until the earlier of (i) its termination by the Board; or (ii) such date on
 which all of the RSUs available for issuance hereunder shall have been
 granted and exercised; or (iii) the lapse of 10 years from the Effective Date.


	
 

	
 

	
 


	
2.

	
Definitions


	
 

	
 

	
 


	
 

	
In this Plan, the
 capitalized terms shall have the meanings set forth in Annex A hereto, unless the context
 clearly indicates to the contrary. 


	
 

	
 

	
 


	
3.

	
Administration


	
 

	
 

	
 


	
3.1

	
This Plan and any
 Sub-Plans shall be administered by the Board. The Board may appoint a
 committee which, subject to any applicable limitations imposed by the
 Companies Law, and/or by any other applicable Law, shall have all of the
 powers of the Board granted herein (in which event of such limitations, such
 committee may make recommendations to the Board). Subject to the above, the
 term “Board” shall, whenever used herein, mean the Board or such appointed
 committee, as applicable. 


	
 

	
 

	
 


	
3.2

	
Unless specifically
 required otherwise under applicable Mandatory Law, the Board shall have sole
 and full discretion and authority, without the need to submit its
 determinations or actions to the shareholders of the Company for their
 approval or authorization, to administer the Plan and any Sub-Plans and all
 actions related thereto, including without limitation the performance, at any
 time and from time to time, of any and all of the following: 


	
 

	
 

	
 


	
 

	
3.2.1

	
the designation of
 Grantees; 


	
 

	
 

	
 


	
 

	
3.2.2

	
the determination of the
 terms of each grant of RSUs (which need not be identical), including without
 limitation the number of RSUs to be granted in favor of each Grantee and the
 documents to be executed by the grantee; 


	
 

	
 

	
 


	
 

	
3.2.3

	
the determination of the
 applicable tax regimes to which the RSUs will be subject; 


	
 

	
 

	
 


	
 

	
3.2.4

	
the determination of the terms
 and form of the RSU Notices of Grant (which need not be identical), whether a
 general form or a specific form with respect to a certain Grantee; 





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3.2.5

	
the modification or
 amendment of the vesting schedules (including by way of acceleration) and/or
 Exercise Price of RSUs, including without limitation the reduction thereof
 and either prior to or following their grant; the repricing of RSUs or any
 other action which is or may be treated as repricing under generally accepted
 accounting principles; the grant to the holder of an outstanding RSU, in
 exchange for such RSU, of a new RSU having a purchase price equal to, lower
 than or higher than the Exercise Price provided in the RSU so surrendered and
 canceled, and containing such other terms and conditions as the Board may
 prescribe. 


	
 

	
 

	
 


	
 

	
3.2.6

	
any other action and/or
 determination deemed by the Board to be required or advisable for the
 administration of the Plan and/or any Sub-Plan or RSU Notice of Grant; 


	
 

	
 

	
 


	
 

	
3.2.7

	
the interpretation of the
 Plan, any Sub-Plans, and the RSU Notices of Grant; and 


	
 

	
 

	
 


	
 

	
3.2.8

	
the adoption of Sub-Plans,
 including without limitation the determination, if the Board sees fit to so
 determine, that to the extent any terms of such Sub-Plan are inconsistent
 with the terms of this Plan, the terms of such Sub-Plan shall prevail. 


	
 

	
 

	
 


	
 

	
3.2.9

	
the extension of the
 period of the Plan or any Sub-Plans. 


	
 

	
 

	
 


	
3.3

	
The Board may, without
 shareholder approval, amend, modify (including by adding new terms and
 rules), and/or cancel or terminate this Plan, any Sub-Plans, and any RSU
 granted under this Plan or any Sub-Plans, any of their terms, and/or any
 rules, guidelines or policies relating thereto. Notwithstanding the
 foregoing, (i) material amendments to the Plan or any Sub-Plans (but not the
 exercise of discretion under the Plan or any Sub-Plans) shall be subject to
 shareholder approval to the extent so required by applicable Mandatory Law;
 and (ii) no termination or amendment of the Plan or any Sub-Plan shall affect
 any then outstanding RSUs nor the Board’s ability to exercise its powers with
 respect to such outstanding RSUs granted prior to the date of such
 termination, unless expressly provided by the Board.


	
 

	
 


	
3.4

	
Unless otherwise
 determined by the Board, any amendment or modification of this Plan and/or
 any applicable Sub-Plan and/or RSU Notice of Grant shall apply to the
 relationship between the Grantee and the Company; and such amendment or
 modification shall be deemed to have been included, ab initio, in the Plan and any such
 applicable Sub-Plan and/or RSU Notice of Grant, and shall have full force and
 effect with respect to the relationship between the Company and the Grantee.


	
 

	
 


	
4.

	
Eligibility


	
 

	
 


	
 

	
The persons eligible for
 participation in the Plan as Grantees include employees, officers, directors,
 consultants of the Company or any Affiliated Company (including persons who
 are responsible for or contribute to the management, growth or profitability
 of, or who provide substantial services to, the Company and/or any Affiliated
 Company). The Board, in its sole discretion shall select from time to time
 the individuals, from among the persons eligible to participate in the Plan,
 who shall receive RSUs. In determining the persons in favor of whom RSUs are
 to be granted, the number of RSUs to be granted thereto and the terms of such
 grants, the Board may take into account the nature of the services rendered
 by such person, his/her present and future potential contribution to the
 Company and/or to the Affiliated Company by which he/she is employed or
 engaged, and such other factors as the Board in its discretion shall deem
 relevant.


	
 

	
 


	
5.

	
Pool 


	
 

	
 


	
 

	
The total number of RSUs
 to be granted pursuant to this Plan shall be one hundred and eighty
 (180,000), and the Company has reserved up to one hundred and eighty
 (180,000) authorized but unissued Shares for the purposes of this Plan,
 subject to adjustment as set forth in Section 12 below.





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The Company shall at all
 times until the expiration or termination of this Plan keep reserved a
 sufficient number of Shares to meet the requirements of this Plan. Any of
 such Shares which, as of the expiration or termination of this Plan, remain
 unissued and not subject to outstanding RSUs, shall at such time cease to be
 reserved for the purposes of this Plan.


	
 

	
 

	
 


	
 

	
Should any RSU for any
 reason be terminated or canceled prior to the issuance of its underlying
 Shares in full, such RSU may be returned to said pool of RSUs and may again
 be granted under this Plan.


	
 

	
 

	
 


	
6.

	
Grant of
 RSU


	
 

	
 


	
6.1

	
The RSU shall be granted
 for no consideration. 


	
 

	
 


	
6.2

	
Each RSU granted pursuant
 to this Plan shall be evidenced by an RSU Notice of Grant. 


	
 

	
 


	
6.3

	
Each Grantee shall be
 required to execute, in addition to the RSU Notice of Grant, any and all
 other documents required by the Company and/or any Affiliated Company,
 whether before or after the grant of the RSUs (including without limitation
 any customary documents and undertakings towards a trustee, if applicable,
 and/or the tax authorities). Notwithstanding anything to the contrary in this
 Plan or in any Sub-Plan, no RSU shall be deemed granted unless all documents
 required by the Company and/or any Affiliated Company to be signed by the
 Grantee prior to or upon the grant of such RSU, shall have been duly signed
 and delivered to the Company or such Affiliated Company. 


	
 

	
 


	
6.4

	
Unless and until an RSU
 shall have vested in the manner set forth in Section, the Grantee will have
 no right to receive Exercised Shares and the RSUs will represent an unsecured
 obligation. 


	
 

	
 


	
7.

	
Terms of
 RSU


	
 

	
 


	
 

	
Unless otherwise
 determined by the Board (which determination shall not require shareholder
 approval unless so required in order to comply with the provisions of
 applicable Mandatory Law) and provided accordingly in the applicable RSU
 Notice of Grant, such RSU Notice of Grant shall set forth, by appropriate
 language, the number of RSUs granted thereunder and the substance of all of
 the following provisions: 


	
 

	
 


	
7.1

	
Exercise
 Price: The
 Exercise Price for each Grantee shall be as determined by the Board and
 specified in the applicable RSU Notice of Grant; provided, however, that
 unless otherwise determined by the Board (which determination shall not
 require shareholder approval unless so required in order to comply with
 Mandatory Law), the Exercise Price shall be no more than the underlying
 Share’s nominal value. For the removal of any doubt, the Board is authorized
 (without the need for shareholder approval unless so required in order to
 comply with Mandatory Law) to determine that the Exercise Price of an RSU is
 to be $0.00 (zero). 


	
 

	
 


	
7.2

	
Vesting and
 Automatic Exercise:


	
 

	
 


	
 

	
7.2.1

	
Unless otherwise
 determined by the Board with respect to any specific Grantee or to any
 specific grant, (which determination shall not require shareholder approval
 unless so required in order to comply with Mandatory Law) and provided
 accordingly in the applicable RSU Notice of Grant, the RSUs shall vest
 (become automatically exercised) according to the following 4-year vesting
 schedule: 








	
 

	
 

	
 


	
Period of
 Grantee’s Continuous Service from the Start Date:

	
 

	
Portion of
 Total RSUs that becomes Vested and Exercisable


	


	
 

	



	
 

	
 

	
 


	
Upon the completion of a
 full 12 (twelve) months of continuous Service

	
 

	
1⁄4


	
 

	
 

	
 


	
Upon the lapse of each
 full additional 3 (three) month(s) of the Grantee’s continuous Service
 thereafter, until all the RSU are vested, i.e. 100% of the grant will be
 vested after 4 years.

	
 

	
1/16





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For the purposes hereof,
 the “Start Date” shall mean the
 Date of Grant, unless otherwise determined by the Board (which determination
 shall not require shareholder approval unless so required in order to comply
 with Mandatory Law) and provided accordingly in the applicable RSU Notice of
 Grant. 


	
 

	
 

	
 


	
 

	
 

	
For the purposes of this
 Section 7.2.1, the term “Service”
 means a Grantee’s employment or engagement by the Company or an Affiliated
 Company. A Grantee’s Service shall not be deemed terminated or interrupted
 solely as a result of a change in the capacity in which the Grantee renders
 Service to the Company or an Affiliated Company (i.e., as an employee,
 officer, director, consultant, etc.); nor shall it be deemed terminated or
 interrupted due solely to a change in the identity of the specific entity
 (out of the Company and its Affiliated Companies) to which the Grantee
 renders such Service, provided that there is no actual interruption or
 termination continuous provision by the Grantee of such Service to any of the
 Company and its Affiliated Companies. Furthermore, a Grantee’s Service with
 the Company or Affiliated Company shall not be deemed terminated or
 interrupted as a result of any military leave, sick leave, or other bona fide
 leave of absence taken by the Grantee and approved by the Company or such
 Affiliated Company by which the Grantee is employed or engaged, as
 applicable; provided, however, that if any such leave exceeds ninety (90)
 days, then on the ninety-first (91st) day of such leave the
 Grantee’s Service shall be deemed to have terminated unless the Grantee’s
 right to return to Service with the Company or such Affiliated Company is
 secured by statute or contract. Notwithstanding the foregoing, unless
 otherwise designated by the Company or Affiliated Company, as the case may
 be, or required by law, time spent in a leave of absence shall not be treated
 as time spent providing Service for the purposes of calculating accrued
 vesting rights under the vesting schedule of the RSUs. Without derogating
 from the aforesaid, the Service of a Grantee to an Affiliated Company shall
 also be deemed terminated in the event that such Affiliated Company for which
 the Grantee performs Service ceases to fall within the definition of an
 “Affiliated Company” under this Plan, effective as of the date said
 Affiliated Company ceases to be such. 


	
 

	
 

	
 


	
 

	
 

	
In all other cases in
 which any doubt may arise regarding the termination of a Grantee’s Service or
 the effective date of such termination, or the implication of absences of
 Service on vesting, the Company, in its discretion, shall determine, whether
 the Grantee’s Service has terminated, and the effective date of such
 termination, and the implications, if any, on vesting. 


	
 

	
 

	
 


	
 

	
7.2.2

	
Immediately upon the
 vesting of each RSU, such RSU shall automatically vest into an Exercised
 Share of the Company, and, unless otherwise determined by the Board, the
 Grantee shall pay to the Company its nominal value as a precondition to any
 issuance of such Exercised Share, by means of set-off and deduction at source
 of said Exercise Price multiplied by the number of Exercised Shares, from any
 amount to which the Grantee may be entitled from the Company, including
 without limitation from any salary, fee, severance payment, etc. 





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However, the Company shall
 have the full authority in its discretion to determine at any time that the
 nominal value shall not be paid and that the Company shall capitalize
 applicable profits or take any other action to ensure that it meets any
 requirement of applicable law regarding issuance of shares for consideration
 that is lower than the nominal value of such Shares.


	
 

	
 

	
 


	
 

	
 

	
As soon as
 administratively practicable (which generally could be at least 3 business
 days) following the vesting of any RSU and without any notification by the
 Grantee, the Company shall issue the underlying Exercised Share(s) to the
 Grantee.


	
 

	
 

	
 


	
 

	
7.2.3

	
Issuance and delivery of
 Exercised Shares shall be made in whole Shares only. 


	
 

	
 

	
 


	
7.3

	
Effect
 of Merger Transaction 


	
 

	
 


	
 

	
Notwithstanding anything
 to the contrary contained in this Plan, in the event of a merger of the
 Company with or into another corporation, or the sale of all or substantially
 all the assets or shares of the Company (such merger or sale: a “Merger Transaction”),
 the surviving or acquiring entity, as the case may be, or its respective
 parent company or subsidiary (the “Successor
 Entity”) may either assume the Company’s rights and obligations
 under outstanding RSUs or substitute the outstanding RSUs, as follows: 


	
 

	
 


	
 

	
(a)

	
For purposes of this
 Section 7.3, the outstanding RSU shall be deemed assumed or substituted by
 the Successor Entity if, following the consummation of the Merger
 Transaction, the outstanding RSU confer the right to receive, for each share
 underlying any outstanding RSU immediately prior to the consummation of the
 Merger Transaction, the same consideration (whether shares, cash or other
 securities or property) to which an existing holder of a Share on the
 effective date of consummation of the Merger Transaction was entitled; provided,
 however, that if the consideration to which such existing holder is
 entitled comprises consideration other than or in addition to securities of
 the Successor Entity, then the Board may determine, with the consent of the
 Successor Entity, that the consideration to be received by the Grantees for
 their outstanding RSU will comprise solely securities of the Successor Entity
 equal in their market value to the per share consideration received by the
 holders of shares in the Merger Transaction. 


	
 

	
 

	
 


	
 

	
(b)

	
In the event that the
 Successor Entity neither assumes nor substitutes all of the outstanding RSU
 of a Grantee, then all outstanding RSUs shall be exercised in full as of
 immediately prior to the closing of the Merger Transaction, without regard to
 the vesting terms thereof. 


	
 

	
 

	
 


	
7.4

	
Conditions
 of Issuance 


	
 

	
 


	
 

	
Notwithstanding any other
 provision of this Plan, the Company shall have no obligation to issue or
 deliver Shares under the Plan unless the issuance and delivery of the
 underlying Shares comply with, and do not result in a breach of, all
 applicable laws, to the satisfaction of the Company in its sole discretion,
 and have received, if deemed desirable by the Company, the approval of legal
 counsel for the Company with respect to such compliance. The Company may
 further require the Grantee to satisfy any qualifications that may be necessary
 or appropriate, to evidence compliance with applicable laws. Without
 derogating from the above, if the Company shall at any time determine that
 any legal, administrative or other required consent is necessary or desirable
 as a condition of, or in connection with, the issuance or transfer of Shares
 or the taking of any other action in connection with the RSU or the Plan,
 then such action shall not be taken, in whole or in part, unless and until
 such consent shall have been effected or obtained to the full satisfaction of
 the Company, or the Company may require that such action be taken only to the
 extent and in such manner as to make such Consent unnecessary. 





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Furthermore, no Share
 shall be issued by virtue of a vested RSU, until the Company has been
 provided with confirmation by the applicable tax authorities or is otherwise
 under a tax arrangement, which either: (a) waives or defers the tax withholding
 obligation with respect to such exercise and issuance; or (b) confirms
 receipt of the payment of all the tax due with respect to such exercise; or (c) confirms the
 conclusion of another arrangement with the Grantee regarding the tax amounts,
 if any, that are to be withheld by the Company or any Affiliated Company
 under Law with respect to such exercise, and which arrangement is
 satisfactory to the Company. If such confirmations/exemptions/arrangements
 are not available under the tax subjections of the Grantee, the Company shall
 be entitled to require as a condition of issuance that the Grantee remit an
 amount sufficient to satisfy all federal, state and other governmental
 withholding tax requirements related thereto. A determination of the
 Company’s counsel that a withholding tax is required in connection with the
 issuance of the Exercised Shares shall be conclusive for the purposes of this
 requirement condition. 


	
 

	
 


	
8.

	
Transferability


	
 

	
 


	
8.1

	
The RSUs are not publicly
 traded. 


	
 

	
 


	
8.2

	
Neither the RSUs nor any
 of the rights in connection therewith shall be assignable, transferable, made
 subject to attachment, lien or encumbrance of any kind, and the Grantee shall
 not grant with respect thereto any power of attorney or transfer deed,
 whether valid immediately or in the future. 


	
 

	
 


	
8.3

	
Following the issuance of
 the Exercised Shares by virtue of the Vested RSUs, the Exercised Shares shall
 be transferable; provided, however, that the transfer of Exercised Shares by
 the Grantee may be subject to applicable securities regulations, lock-up
 periods, market stand-off provisions, and such other conditions and restrictions
 as may be included in the Company’s Articles, the Plan, any applicable
 Sub-Plan, the applicable RSU Notice of Grant, and/or any conditions and
 restrictions included in the Company’s Securities Law Compliance Manual, all
 as determined by the Board in its discretion. Upon request by the Company, a
 Grantee shall execute any agreement or document evidencing such transfer
 restrictions prior to the receipt of Exercised Shares hereunder. 


	
 

	
 


	
9.

	
Termination of RSU


	
 

	
 


	
9.1

	
Upon the termination of a
 Grantee’s Service for any reason whatsoever, any RSUs granted in favor of
 such Grantee which are not Vested RSUs, shall immediately terminate and
 become null and void, and will be automatically forfeited. 


	
 

	
 


	
9.2

	
Notwithstanding anything
 to the contrary herein, upon the issuance of a court order declaring the
 bankruptcy of a Grantee, or the appointment of a receiver or a provisional
 receiver for a Grantee, or over the Grantee’s assets, or any material part
 thereof, or upon making a general assignment for the benefit of his
 creditors, any outstanding RSUs issued in favor of such Grantee (whether
 vested or not) shall immediately terminate and become forfeited and become
 null and void, and shall entitle neither the Grantee nor the Grantee’s
 receiver, successors, creditors or assignees to any right in or towards the
 Company in connection with the same, and all interests and rights of the
 Grantee or the Grantee’s receiver, successors, creditors or assignees in and
 to the same, if any, shall expire. 





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10.

	
Rights as
 Shareholder


	
 

	
 


	
 

	
It is hereby clarified
 that until the Shares subject to RSU, are issued, no right to vote or receive
 dividends or any other rights as a shareholder, shall exist with respect to
 the Shares. 


	
 

	
 


	
11.

	
Liquidation


	
 

	
 


	
 

	
In the event that the
 Company is liquidated or dissolved while RSUs remain outstanding under the
 Plan, then such outstanding RSUs shall be exercised in full as of immediately
 prior to the effective date of such liquidation or dissolution of the
 Company, without regard to the vesting terms thereof. 


	
 

	
 


	
12.

	
Adjustments


	
 

	
 


	
 

	
The number of Shares
 underlying each outstanding RSU, together with those Shares otherwise
 reserved for the purposes of this Plan as provided in Section 5 above shall
 be proportionately adjusted for any increase or decrease in the number of
 Shares resulting from a reorganization of the share capital of the Company by
 a stock split, reverse stock split, combination or reclassification of the
 shares, as well as for a distribution of bonus shares, in the same manner as
 if the Grantee held Shares. 


	
 

	
 


	
 

	
Furthermore, in the event
 that the Company shall distribute cash or dividend in kind, the Board, at its
 sole and absolute discretion, may resolve either: (i) that the number of
 Shares underlying each outstanding RSU, together with those Shares otherwise
 reserved for the purposes of this Plan as provided in Section 5 above, shall
 be proportionately adjusted, such that the total value of the Shares
 underlying each RSU immediately following such distribution shall be increased,
 and shall equal the value of one Share, immediately prior to the distribution
 of such cash or other similar dividend. The calculation of said change in the
 value of the Shares shall correspond to the reduction in the price of a Share
 as a result of such distribution as recorded by stock exchange or electronic
 securities trading system (e.g., if the Company distributes a 2$ per share
 cash or other similar divided at a time when the Company’s share price is
 $5.5 per share, and as a result of such distribution, the share price is
 reduced to $3.5 per share, then the number of shares underlying each RSU
 shall be 1.57 instead of 1); or (ii) that in lieu of the abovementioned
 adjustment, the amount or kind of dividend that would have been distributed
 to the Grantee with respect to the Shares underlying each outstanding RSU,
 will be distributed to the Grantee together with the Exercised Shares (to the
 extent that such RSUs vest), in which case the Grantee’s rights to such
 dividend shall be solely that of an unsecured general creditor of the
 Company.. The Board shall be entitled to make all necessary arrangements to
 enable such distribution, until such time when the Grantee is entitled to
 exercise the RSUs in accordance with the terms of the Plan. 


	
 

	
 


	
 

	
Such adjustments shall be
 made by the Board, whose determination in this matter shall be final, binding
 and conclusive. No fractional Shares will be issued. 


	
 

	
 


	
 

	
All provisions applying to
 the Exercised Shares shall apply to all Shares received as a result of an
 adjustment as described above. 





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13.

	
No
 Interference 


	
 

	
 


	
 

	
Neither the Plan nor any
 applicable Sub-Plan or RSU Notice of Grant shall affect, in any way, the
 rights or powers of the Company or its shareholders to make or to authorize
 any sale, transfer or change whatsoever in all or any part of the Company’s
 assets, obligations or business, or any other business, commercial or
 corporate act or proceeding, whether of a similar character or otherwise; any
 adjustments, recapitalizations, reorganizations or other changes in the
 Company’s capital structure or business; any merger or consolidation of the
 Company; any issue of bonds, debentures, or shares; or the dissolution or
 liquidation of the Company; and none of the above acts or authorizations shall
 entitle the Grantee to any right or remedy, including without limitation any
 right of compensation for dilution resulting from any issuance of shares or
 of any other securities in the Company to any person or entity whatsoever. 


	
 

	
 


	
14.

	
No
 Employment/Engagement/Continuance of Service Obligations 


	
 

	
 


	
 

	
Nothing in the Plan, in
 any applicable Sub-Plan or RSU Notices of Grant, or in any RSU granted
 hereunder shall be construed as guaranteeing the Grantee’s continuous
 employment, engagement or service with the Company or any Affiliated Company,
 and no obligation of the Company or any Affiliated Company as to the length
 of the Grantee’s employment, engagement or service or as to any other term of
 employment, engagement or service shall be implied by the same. The Company
 and its Affiliated Companies reserve the right to terminate the employment,
 engagement or service of any Grantee pursuant to such Grantee’s terms of
 employment, engagement or service and any law. 


	
 

	
 


	
15.

	
No
 Representation 


	
 

	
 


	
 

	
The Company does not and
 shall not, through this Plan or any applicable Sub-Plan or RSU Notice of
 Grant, make any representation towards any Grantee with respect to the
 Company, its business, its value or either its shares in general or the
 Exercised Shares in particular. 


	
 

	
 


	
 

	
Each Grantee, upon
 entering into the applicable RSU Notice of Grant, shall represent and warrant
 toward the Company that his consent to the grant of the RSU issued in his/her
 favor and the exercise (if so exercised) thereof, neither is nor shall be made,
 in any respect, upon the basis of any representation or warranty made by the
 Company or by any of its directors, officers, shareholders or employees, and
 is and shall be made based only upon his/her examination and expectations of
 the Company, on an “as is” basis. Each Grantee shall waive any claim
 whatsoever of “non-conformity” of any kind, and any other cause of action or
 claim of any kind with respect to the RSU and/or their underlying Shares. 


	
 

	
 


	
16.

	
Tax
 Consequences


	
 

	
 


	
16.1

	
Any and all tax and/or
 other mandatory payment consequences arising from the grant of any RSU, the
 issuance of any Exercised Shares or the transfer of the Exercised Shares to
 the Grantee, the sale of the Exercised Shares by the Grantee, or from any
 other event or act in connection therewith (including without limitation, in
 the event that the RSUs do not qualify under the tax classification/tax track
 in which they were intended) (whether of the Company, any Affiliated Company,
 the trustee, if applicable, or the Grantee), shall be borne solely by the
 Grantee. The Grantee shall indemnify the Company, any applicable Affiliated
 Company and the trustee, if applicable, or any one thereof, and hold them
 harmless from and against any and all liability in relation with any such tax
 and/or other mandatory payments or interest or penalty thereon, including
 without limitation liabilities relating to the necessity to withhold, or to
 have withheld, any such tax and/or other mandatory payments from any payment
 made to the Grantee. 





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16.2

	
The Company, any
 Affiliated Company and the trustee, if applicable, may each withhold
 (including at source), deduct and/or set-off, from any payment made to the
 Grantee, the amount of the tax and/or other mandatory payment the withholding
 of which is required with respect to the RSU and/or the Exercised Shares
 under any applicable Law. The Company or an Affiliated Company may require
 the Grantee, through payroll withholding, cash payment or otherwise, to make
 adequate provision for any such tax withholding obligations of the Company,
 Affiliated Company or trustee, if applicable, arising in connection with the
 RSUs or the Exercised Shares. Without derogating from the aforesaid, each
 Grantee shall provide the Company and/or any applicable Affiliated Company with
 any executed documents, certificates and/or forms that may be required from
 time to time by the Company or such Affiliated Company in order to determine
 and/or establish the tax liability of such Grantee. 


	
 

	
 


	
17.

	
Non-Exclusivity
 of the Plan 


	
 

	
 


	
 

	
The adoption by the Board
 of this Plan and any Sub-Plans shall not be construed as amending, modifying
 or rescinding any previously approved incentive arrangements, or as creating
 any limitations on the power of the Board to adopt such other incentive
 arrangements as it may deem desirable, including without limitation the grant
 of Shares and/or options for shares in the Company otherwise than under the
 Plan, and such arrangements may be either applicable generally or only in
 specific cases. 





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ANNEX A


Capitalized
Terms used in the Camtek Ltd. 2007 Restricted Stock Unit Plan, shall have the
meanings set forth below: 


	
 

	
 


	
1.1 

	
“Affiliated Company” – means any present or
  future entity (a)
  which holds a controlling interest in the Company; (b) in which the
  Company holds a controlling interest; (c) in which a controlling interest is held
  by another entity, who also holds a controlling interest in the Company; or
  (d)
  which has been designated an “Affiliated Company” by resolution of the Board.
  


	
 

	
 


	
1.2 

	
“Board” - the Board of Directors of the
  Company. 


	
 

	
 


	
1.3 

	
“Companies Law” – the State of Israel’s
  Companies Law, 5759 – 1999, as amended from time to time, and the rules and
  regulations promulgated thereunder. 


	
 

	
 


	
1.4 

	
“Company” - Camtek Ltd. 


	
 

	
 


	
1.5 

	
“Date of Grant” – the date determined by the
  Board to be the effective date of the grant of RSU to a Grantee, or, if the
  Board has not determined such effective date, the date of the resolution of
  the Board approving the grant of such RSU. 


	
 

	
 


	
1.6 

	
“Exercise Price” - the price to be paid for
  the exercise of each RSU. 


	
 

	
 


	
1.7 

	
“Exercised Shares” - Shares issued pursuant
  to the vesting of the RSUs.


	
 

	
 


	
1.8 

	
“Grantee” – any person or entity to whom an
  RSU is granted.


	
 

	
 


	
1.9 

	
“Law” – federal, state and/or foreign, laws,
  rules and/or regulations and/or rules, regulations, guidelines and/or
  requirements of any relevant securities and exchange and/or tax commission
  and/or authority and/or any relevant stock exchange or quotations systems. 


	
 

	
 


	
1.10 

	
“Mandatory Law” – provisions of Law which
  may not be contrarily addressed or regulated by the determination and/or
  consent of the Company and/or other parties. 


	
 

	
 


	
1.11 

	
“Merger Transaction” - as defined in Section
  7.3 herein. 


	
 

	
 


	
1.12 

	
“Plan” - this 2007 Restricted Share Unit Plan,
  as may be amended from time to time by the Board as set forth herein. 


	
 

	
 


	
1.13 

	
“RSU(s)” – a Restricted Share Unit granted
  within the framework of this Plan, each of which imparts the right, subject
  to the terms of the Plan, to one Share. 


	
 

	
 


	
1.14 

	
“RSU Notice of Grant” - with respect to any
  Grantee - a written notice or other written instrument, executed by and
  between the Company and the Grantee, which shall set forth the terms and
  conditions with respect to the RSU. 


	
 

	
 


	
1.15 

	
“Share(s)” - Ordinary Share(s) of the
  Company, par value of NIS 0.01 each, to which are attached the rights
  specified in the Company’s Articles, as may be amended from time to time 


	
 

	
 


	
1.16 

	
“Start Date” – as defined in Section 7.2
  herein. 





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1.17 

	
“Sub-Plan” - any supplements or sub-plans to
  the Plan adopted by the Board, applicable to Grantees employed in a certain
  country or region or subject to the laws of a certain country or region, as
  deemed by the Board to be necessary or desirable to comply with the laws of
  such region or country, or to accommodate the tax policy or custom thereof,
  which, if and to the extent applicable to any particular Grantee, shall
  constitute an integral part of the Plan. 


	
 

	
 


	
1.18 

	
“Vested RSU(s)” – that portion of the RSUs
  which the Grantee is entitled to be issued Shares by virtue thereof, in
  accordance with the provisions of Section 7.2 of the Plan or, if inconsistent
  with the provisions of Section 7.2 of the Plan - the provisions of the RSU
  Notice of Grant of such Grantee. 





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